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I've seen people get cheated out of compensation this way, in some cases where they took greatly reduced salaries, in exchange for shares, but the shares vested
by nirvana 15y ago
I've seen people get cheated out of compensation this way, in some cases where they took greatly reduced salaries, in exchange for shares, but the shares vested, and after creating the major innovation the company wanted, they were fired without cause before the first vesting cliff.
I think vesting, as a mechanism, is problematic. Especially when you make a founder vest stock they've already bought and paid for (with sweat equity and the money they put up to start the business.)
Unfortunately, a lot of startups play fast and loose with this. Its common to ask someone to take a lower salary, where, say, they're making $5,000 less each month, but they aren't vesting any shares each month. Some companies only vest in blocks each year. Which means that if employment ends for any reason, the employee will effectively be shortchanged for the months of work before the cliff.
Yet it is pitched as if the stock or options is like the salary.
Its not uncommon for startups to fire employees right before their first cliff... if there is a shorter downturn in outlook (or if the founders are on the down side of the roller coaster and are panicking...)
I think a better solution would be for any kind of equity reward to be given monthly, with the paycheck.
Rather than grant a huge block of shares, vesting over 4-6 years, maybe give the employees a small amount each month. This amount would be fully vested, and it can be adjusted whenever you have your reviews.
As the startup grows, naturally, the shares will become more valuable, and the grants in future years will likely be lower for everybody. They could just decline faster for the under-performing employees and maybe not even decline at all for the star performers.
This eliminates the stress and unfairness of cliff vesting.
For the situation where an employee might leave within the first year, you could have a clause that gives the company the right, upon termination, to buy back the employees equity at the highest price during the year (e.g.: if you raised two angel rounds, then it would be at the higher) plus a dollar a share. This way the employee isn't screwed over, and you don't have people who were there for just a year clogging up your investor rolls. If it isn't buying back the stock at the price you've been selling to investors (plus a dollar a share) then your expectations of the value of that stock are so low that its wrong to cheat the employee out of the roll of the dice for a big upside.
I might be missing something, but this is an attempt to create something fair, for an environment where cash is short and people want to use stock or options as regular compensation.
Paychecks don't vest, and imagine how many people would work for you if you said "We'll pay you $100,000 a year, but only on January 1st of each year. If you leave before then, or we decide to fire you, you get nothing."
- ohashi 15y agoViewed from an employers' point of view, the cliff means you've got to put in some real sweat into it before the shares become worth anything. How long do you think it takes for a new employee to be truly adding value? Perhaps it's not a year, but I suspect many eat a lot of time and slow things down for a while until they get comfortable. I think the cliff is just a balancing of those interests. The last round+dollar per share seems silly. First because shares are somewhat arbitrary, it's the % of the company that matters. Also if there is a down round, why should the employee benefit? The whole company is struggling, why should there be a bonus for leaving/getting fired? It seems to me that if you want to work for a startup and are taking equity compensation you should understand the RISK involved. You should be prepared to accept the pay and be comfortable knowing that your equity, real or imagined, could be worth nothing. That said, the cliff issue could probably be negotiated more favorably for employees and screwing over your employees seems like a horrible policy in a world where every tiny detail of your life could possibly be published and forever archived publicly.
- ootachi 15y agoFounders only need to exit once. There is surprisingly little incentive for a founder to avoid screwing over employees.
- gm 15y agoSpoken like a true non-founder... Reputation is everything. If a founder ever wants to start a company again, screwing over employees will haunt him in the long term much worse than any legal repercussion that can be fixed with money. So I wager there is a lot preventing founders from screwing employees, specially in startups, where people are hyper connected. The comments in this story are running rampant with hearsay and people who have no involvement making up facts and jumping to uninformed conclusions. Zynga employees cannot comment on anything anywhere because of the quiet period.
- Silhouette 15y ago> Reputation is everything. Not if you, as founder, really are in it for the money and your first exit sets you up for life. Can anyone think of a company that might be relevant to this discussion where such a description might apply? > Zynga employees cannot comment on anything anywhere because of the quiet period. I can't believe no-one is going to sue over this, given the amounts of money presumably involved, and I doubt a judge is going to seal the records in such a case. I'm sure we'll find out the details soon enough.